**BY-LAWS**




**CHAPTER
      I**


**NAME,
      HEADQUARTERS, PURPOSE AND DURATION**




**Clause
      1 -** COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV is a joint-stock company ( *sociedade
      por ações* ),
      which
      shall be governed by these Bylaws and by applicable law.





**Clause
      2 -** The
      Company shall have its headquarters and jurisdiction in the City of São Paulo,
      State of São Paulo. Branches, offices, deposits or representation agencies may
      be opened, maintained and closed elsewhere in Brazil or abroad, by resolution
      of
      the Board of Directors, for achievement of the Company’s purposes.





**Clause
      3 -** The
      purpose of the Company, either directly or by participation in other companies,
      is:





a)
            the
                production and trading of beer, concentrates, soft drinks and other
                beverages;





b)
            the
                production and trading of raw materials required for the industrialization
                of beverages and byproducts, such as malt, barley, ice, carbonic
                gas, as
                well as apparatus, machinery, equipment, and anything else that may
                be
                necessary or useful for the activities listed in item (a)
                above;





c)
            the
                production, certification and commerce of seads and grains, as well
                as the
                commerce of fertilizers and fungicides and other related activities,
                as
                necessary or useful to the development of the main activities of
                the
                Company as stated in this bylaws





d)
            the
                packaging and wrapping of any of the products belonging to it or
                to third
                parties;





e)
            the
                agricultural cultivation and promotion activities in the field of
                cereals
                and fruits which are the raw material used by the Company in its
                industrial activities, as well as in other sectors that require a
                more
                dynamic approach in the exploration of the virtues of the Brazilian
                soil,
                mainly in the food and health
                segments;





f)
            the
                operation on the following areas: research, prospecting, extraction,
                processing, industrialization, commercialization and distribution
                of
                mineral water, in all national
                territory;





g)
            the
                beneficiation, expurgation and other phytosanitary services, and
                industrialization of products resulting from the activities listed
                in item
                (d) above, either for meeting the purposes of its industry or for
                trading
                of its byproducts;





h)
            the
                advertising of products belonging to it and to third parties, and
                the
                trading of promotional and advertising
                materials;





i)
            the
                rendering of technical, market and administrative assistance services
                and
                other services directly or indirectly related to the core activities
                of
                the Company;









j)
            the
                importation of anything necessary for its industry and
                trade;





k)
            the
                exportation of its products;





l)
            the
                direct or indirect exploration of bars, restaurants, luncheonettes
                and
                similar places; and





m)
            the
                sale and/or distribution of its products and the products of its
                controlled companies, either directly or through third parties,
                utilization of the means of transport required for distribution of
                its
                products, byproducts and accessories, and adoption of any system
                or
                instruction that, at the discretion of the Board of Directors, may
                lead to
                the envisaged purposes.





**Sole
      Paragraph -** Additionally
      to the provisions of the main section of this Clause, the Company may
      participate in or associate itself with other commercial and civil companies,
      as
      partner, shareholder or quotaholder, in Brazil or abroad .





**Clause
      4 -** The
      Company is established for an indeterminate period of time.




**CHAPTER
      II**


**SHARE
      CAPITAL AND SHARES**





**C** **lause
      5 -** The
      Capital Stock is of R$6.105.206.551,55, divided into 624.417.235 shares, of
      which 345.054.728 are common shares and e 279.362.507 are preferred shares,
      without par value.





**Paragraph
      1 -** Each
      common share shall be entitled to one vote in the resolutions of the General
      Meeting.





**Paragraph
      2 -** The
      Company shares are in the book-entry form, and shall be held in a deposit
      account in the name of the respective holders, with a financial institution
      indicated by the Board of Directors.





**Paragraph
      3 -** The
      Company may suspend the services of transfer and splitting of shares and
      certificates in accordance with the General Meeting's determination, provided
      that this suspension does not exceed ninety (90) intercalary days during the
      fiscal year or fifteen (15) consecutive days.





**Clause
      6 -** Preferred
      shares:





a)
            shall
                not be entitled to voting rights and may not be converted into common
                shares;





b)
            shall
                have preference in capital reimbursement in the event of liquidation
                of
                the Company; and





c)
            shall
                have the right to receive cash dividends 10% higher than those paid
                to
                common shares.









**Clause
      7 -** Nonvoting preferred shares may represent up to two thirds (2/3) of the total
      shares issued by the Company.





**Clause
      8 -** The
      Company is authorized, up to the maximum limit permitted by law, to create
      and/or issue, as a result of subscription, stock dividends or splitting, new
      classes of preferred shares, voting or nonvoting, even if entailing more
      benefits than those previously existing, and establish their respective
      preferences, advantages, conditions for redemption, amortization or
      conversion.





**Paragraph
      1 -** The
      Company may increase the number of preferred shares of any class, irrespective
      of whether the proportion with the other classes of preferred shares or common
      shares is maintained, and further increase the common shares without observing
      the proportion with preferred shares.





**Paragraph
      2 -** Nonvoting
      preferred shares entitled to fixed or minimum dividends, when issued, shall
      be
      entitled to exercise such right if the Company fails to pay the fixed or minimum
      dividends to which it may be entitled during three consecutive fiscal years,
      which right shall be maintained until payment, if such dividends are
      non-cumulative, or until the cumulative dividends in arrears have been paid,
      all
      in accordance with paragraph 1 of article 111 of Law 6404/76.





**Clause
      9 -** The
      compensation dealt with in article 35, paragraph 3 of Law 6404/76 may be charged
      to the shareholders, with due regard for the maximum caps established by the
      Securities Commission.





**Clause
      10 -** The
      Company is authorized to increase its share capital up to the limit of
      forty-five billion (45,000,000,000) shares, irrespective of an amendment to
      the
      By-laws, by resolution of the Board of Directors, which shall resolve on the
      paying-up conditions, the characteristics of the shares to be issued and the
      issue price, and shall establish whether the increase shall be carried out
      by
      public or private subscription.





**Clause
      11 -** The
      issue
      of shares, debentures convertible into shares and subscription bonds, the
      placement of which shall be made (i) by sale on the stock exchange; (ii) by
      public subscription; or (iii) for share swap, in a public offering for
      acquisition of control which, under the terms of articles 257 and 263, of Law
      6404/76, may be carried out with exclusion of the preemptive right or with
      reduction in the period which is addressed in article 171, paragraph 4 of Law
      6404/76.





**Clause
      12 -** The
      Board of Directors may, based on a plan approved by the General Meeting, grant
      call options to management, employees or individuals that render services to
      the
      Company or companies under its control.





**Clause
      13 -** Failure
      by the subscriber to pay the subscribed value, on the conditions set forth
      in
      the bulletin or call shall cause it to be considered in default by operation
      of
      law, for purposes of articles 106 and 107 of Law 6404/76, subjecting it to
      the
      payment of the amount in arrears, adjusted for inflation according to the
      variation in the General Market Price Index (IGP-M) in the shortest period
      permitted by law, in addition to interest at twelve percent (12%) per year, *pro
      rata temporis* ,
      and a
      fine corresponding to ten percent (10%) of the amount in arrears, duly
      updated.









**CHAPTER
      III**


**GENERAL
      MEETINGS**





**Clause
      14 -** The
      General Meeting has the power to decide on all businesses related to the object
      of the Company and to take any resolutions it may deem advisable for its
      protection and development.





**Clause
      15 -** General
      Meetings shall be convened and presided over by the shareholders then chosen,
      which may appoint up to two secretaries.





**Clause
      16 -** Any
      resolutions of the General Meetings, except for the cases contemplated by law,
      shall be taken by an absolute majority of votes, excluding any blank
      votes.





**Clause
      17 -** Annual
      General Meetings shall be held within the first four months after the end of
      the
      fiscal year, and shall decide on matters under their authority, as set forth
      in
      law.





**Clause
      18 -** Extraordinary
      General Meetings shall be held whenever the interests of the Company so require,
      as well as in the events established in law and in these By-laws.




**CHAPTER
      IV**


**MANAGEMENT
      OF THE COMPANY**





**Clause
      19 -** The
      Company shall be managed by a Board of Directors and an Executive Committee,
      pursuant to law and these By-laws.





**Paragraph
      1 -** The
      General Meeting shall establish the aggregate compensation of Management, which
      shall be apportioned by the Board of Directors, as provided for in Clause 25
      hereof.





**Paragraph
      2** - The
      management and members of the Consulting Committee must take
      part
      in the Manual for Disclosure and Information Use and Policies for Trading
      Securities Issued by the Company, by signing the Declaration of
      Compliance.





**Paragraph
      3** - The
      investiture of the Company’s Managers, elected pursuant to these Bylaws, will be
      conditioned to the underwrite by those managers of the Term of Acceptance,
      foreseen in the Rules of Corporate Governance Best Practices - Level 1 of the
      São Paulo Stock Exchange (BOVESPA).





**SECTION
      I**


**BOARD
      OF DIRECTORS**





**Clause
      20** - The
      Board of Directors shall be composed of three (3) to fifteen (15) sitting
      members, all shareholders, with two (2) to fifteen (15) alternates, bound or
      not
      to a specific sitting Board Member, who shall be elected by the General Meeting
      and be dismissed thereby at any time, with a term of office of three (3) years,
      reelection being permitted.




**Paragraph
      1-** Subject
      to the main section of this clause, the number of members that will make up
      the
      Board of Directors in each management period shall be previously established
      at
      each General Meeting whose agenda includes election of the members of the Board
      of Directors, and this matter shall be forwarded by the Chairman of the
      Meeting.









**Paragraph
      2** -
      The
      Board of Directors may determine the creation of committees formed by members
      of
      the Board of Directors, defining their respective composition and specific
      duties; it shall be incumbent upon said committees to analyze and discuss the
      issues defined as being within the scope of their duties, as well as to
      formulate proposals and recommendations for deliberation by the Board of
      Directors.





**Paragraph
      3-** The
      members of the Board of Directors shall be invested in office upon the signing
      of the respective instrument, drawn up in the proper book, and shall remain
      in
      office until they are replaced by their successors.





**Paragraph
      4-** The
      member of the Board of Directors shall have an indisputable reputation, and
      cannot be elected, unless waived by the General Meeting, if (i) occupies a
      position in companies that can be considered as a competitor of the Company,
      or
      (ii) has or represents a conflicting interest with the Company; the voting
      rights of the Member of the Board cannot be exercised in case the same
      preventing are configured.





**Paragraph
      5-** It
      is
      prohibited, in the form of article 111, paragraph 1 of Law 6404/76 the exercise
      of the voting rights in the election of the Members of the Board of Directors
      in
      circumstances that characterize conflict of interest with the Company.





**Clause** **21**  -
      The
      Board of Directors shall have two (2) Co-Chairmen, with identical prerogatives
      and duties, who shall be elected by a majority of the Board’s members,
      immediately after said members are instated.





**Clause
      22 -** The
      Board
      of Directors shall meet, ordinarily, at least once every month and,
      extraordinarily, whenever necessary, upon call by any of its Co-chairmen or
      by
      the majority of its members, through letter, telegram or personally, with at
      least 24 (twenty-four) hours in advance.





**Clause
      23 -** The
      Board
      of Directors shall be convened, operate and pass valid resolutions by the
      favorable vote of the majority of its members present in the
      meeting.





**Paragraph
      1 -** In
      the
      event of a tie in the resolutions of the Board of Directors, the Co-chairmen
      shall not have the casting vote, except their own personal votes.





**Paragraph
      2 -** The
      Member of the Board shall not have access to information or take part in
      meetings of the Board related to matters in which it has conflicting interests
      with the Company.





**Clause
      24 -** In
      the
      case of permanent absence or impediment of any Director, the alternate Director
      shall fill the vacant office until the next General Meeting, at which time
      the
      substitute Director shall be elected to complete the term of office of the
      absent or impeded Director .





**Sole
      Paragraph** -
      In the
      event of temporary absence or impediment ,
      the
      members of the Board of Directors shall be replaced by the respective
      alternates, or in the absence thereof, by another Director appointed for such
      purpose by the absent Director. In this latter case, the Director that is
      replacing the absent or impeded Director shall cast the vote of the absent
      Director in addition to his own vote.










**Clause
      25 -** The
      Board
      of Directors shall resolve on the matters listed below:





a)
            establish
                the general policy of the Company's business, approving the guidelines,
                corporate policies and basic objectives for all the main areas of
                performance of the Company;





b)
            approve
                the annual investment budget of the
                Company;





c)
            approve
                the five-year strategic plan of the
                Company;





d)
            elect
                and dismiss the Company's Officers, and set their
                attributions;





e)
            supervise
                the management of the Executive Committee, review at any time the
                books
                and documents of the Company, and request information regarding any
                acts
                executed or to be executed by the
                Company;





f)
            attribute,
                from the aggregate value of the compensation established by the General
                Meeting, the monthly fees of each of the members of the Company's
                Management;





g)
            define
                the general criteria on compensation and benefit policy (fringe benefits,
                participation in profits and/or sales) for the management and senior
                employees (namely, superintendents or employees in equivalent direction
                positions) of the Company;





h)
            appoint
                the Company's independent auditors;





i)
            resolve
                on the issue of shares and warrants, within the limit of the authorized
                capital of the Company;





j)
            provide
                a previous manifestation on the management's report, the Executive
                Committee's accounts, the financial statements for the fiscal year,
                and
                review the monthly balance sheets;





k)
            submit
                to the General Meeting the form of allocation of the net profits
                for the
                year;





l)
            call
                Annual General Meetings and, whenever it may deem advisable, Extraordinary
                General Meetings;





m)
            approve
                any business or agreements between the Company and/or any of its
                controlled companies, management and/or shareholders (including any
                direct
                or indirect partners of the Company's shareholders), without impairment
                of
                item “q” below;









n)
            approve
                the creation, acquisition, assignment, transfer, encumbering and/or
                disposal by the Company, in any way whatsoever, of shares, quotas
                and/or
                any securities issued by any company controlled by the
                Company;





o)
            approve
                the contracting by the Company of any debt in excess of ten percent
                (10%)
                of the Company's shareholders’ equity reflected on the latest audited
                balance sheet; this amount shall be considered per individual transaction
                or a series of related
                transactions;





p)
            approve
                the execution, amendment, termination, renewal or cancellation of
                any
                contracts, agreements or similar instruments involving trademarks
                or
                deposited in the name of the Company or any of its controlled
                companies;





q)
            approve
                the granting of loans and rendering of guarantees of any kind by
                the
                Company for amounts exceeding one percent (1%) of the shareholders’ equity
                of the Company reflected on the latest audited balance sheet, to
                any third
                party, except (i) in favor of any employees of the Company and companies
                controlled thereby, and (ii) in favor of any companies controlled
                by the
                Company;





r)
            approve
                the execution by the Company of any long-term agreements (i.e., agreements
                executed for a term exceeding one year), involving an amount in excess
                of
                five percent (5%) of the shareholders’ equity of the Company, as shown on
                the latest audited balance sheet; this amount shall be considered
                per
                individual transaction or a series of related
                transactions;





s)
            resolve
                on the Company's participation in other companies, as well as on
                any
                participation in other undertakings, including through a consortium
                or
                special partnership;





t)
            resolve
                on the suspension of the Company's activities, except in the cases
                of
                stoppage for servicing of its
                equipment;





u)
            authorize
                the acquisition of shares of the Company to be kept in treasury,
                be
                canceled or subsequently disposed of, with due regard for applicable
                law;





v)
                resolve
                    on the issuance of trade Promissory Notes for public distribution,
                    pursuant to CVM Ruling No.
                    134;





w)
            resolve
                on the issuance of unconvertible debentures not bearing collateral,
                under
                the terms of article 59 paragraph 1 of Law
                6404/76





x)
            authorize
                the disposal of fixed assets, expect for the ones mention in item
“n” of
                this clause, and the constitution of collateral in an amount greater
                than
                1% (one percent) of the shareholders’ equity as figures in the latest
                audited balance sheet. This amount will be considered per single
                or group
                of correlated transactions;





y)
            perform
                the other legal duties assigned thereto at the General Meeting or
                in these
                By-laws; and









z)
            resolve
                on any cases omitted by these By-laws and perform other attributions
                not
                conferred on another body of the Company by the law or these
                By-laws.




**Paragraph
      1 -** The
      decisions of the Board of Directors shall be recorded in minutes, which shall
      be
      signed by those present in the meeting.





**Paragraph
      2 -** Any
      favorable vote cast by a Company representative in connection with any
      resolution on the matters listed above, in General Meetings and in other
      corporate bodies of the companies controlled by the Company, either directly
      or
      indirectly, shall be conditional on the approval of the Board of Directors
      of
      the Company.





**SECTION
      II**


**EXECUTIVE
      COMMITTEE**





**Clause
      26** - The
      Executive Board shall be made up of two (2) to fifteen (15) members,
      shareholders or otherwise, of whom one shall be the Chief Executive Officer
      for
      Latin America and one shall be the Chief Executive Officer for North America,
      whereas the others shall have no specific designation; they shall all be elected
      by the Board of Directors, may be removed from office by it at any time, and
      shall have a term of office of three (3) years, reelection being permitted.




**Paragraph
      1 -** Should
      a
      position of Executive Officer become vacant or its holder be impeded, it shall
      be incumbent upon the Board of Directors to elect a new Executive Officer or
      to
      appoint an alternate, in both cases determining the term of office and the
      respective remuneration.





**Paragraph
      2 -** It
      is
      incumbent upon the Executive Board to exercise the prerogatives that the law,
      the bylaws and the Board of Directors confer upon it for the performance of
      the
      actions required for the Company to function normally.





**Paragraph
      3 -** The
      Executive Officers shall be instated by signing the respective statement drawn
      up in the appropriate register and shall hold their positions until their
      successors are instated.





**Clause
      27 -** The
      Executive Board, the position of chief of which shall be shared by the Chief
      Executive Officer for Latin America and the Chief Executive Officer for North
      America, shall meet as necessary and, at the very least, once a month, its
      being
      incumbent upon either the Chief Executive Officer for Latin America or the
      Chief
      Executive Officer for North America to call and chair the meeting.





**Sole
      Paragraph-** The
      Meeting shall be instated provided it is attended by Executive Officers in
      sufficient number to represent a majority of the Executive Board’s members. No
      Executive Officer shall have the casting vote.





**Clause
      28 -** The
      Minutes of the Meetings and the resolutions of the Executive Board shall be
      recorded in the appropriate register.









**Clause
      29 -** It
      is
      incumbent upon the Chief Executive Officer for Latin America and the Chief
      Executive Officer for North America, individually, to:





a)  Submit
      the annual work plans and budgets, investment plans and new Company expansion
      programs to the Board of Directors for approval, causing them to be carried
      out,
      pursuant to their approval;





b)  Formulate
      the Company’s operating strategies and guidelines, as well as establishing the
      criteria for executing the resolutions of the Annual General Meeting and the
      Board of Directors, with the participation of the other Executive Officers;





c)  Supervise
      all the Company’s activities, providing the guidelines best suited to its
      corporate purpose;





d)  Coordinate
      and oversee the activities of the Executive Board; and





e)  Exercise
      the other prerogatives conferred upon it by the Board of Directors.





**Clause
      30** - It is
      incumbent upon the other Executive Officers to exercise the prerogatives
      conferred upon them by means of a Meeting of the Board of Directors, which
      may
      establish specific titles for their positions.





**Clause
      31 -** The
      Documents involving the Company in any commercial, banking, financial or equity
      liability, such as agreements in general, check endorsements, promissory notes,
      bills of exchange, trade bills and any credit instruments, debt acknowledgments,
      granting of *aval* guarantees and sureties, credit facility agreements, acts performed by branches, *ad
      negocia* and *ad
      judicia* powers
      of
      attorney, and any other acts creating any liability for the Company or waiving
      third-party obligations or obligations to the Company, shall be valid upon
      the
      signature of two members of the Executive Committee.





**Paragraph
      1** -
      Signing
      of the documents listed above may be delegated, and may be signed by an
      attorney-in-fact jointly with a member of the executive Committee, or by two
      attorneys-in-fact, jointly, provided that the instruments of power of attorney
      appointing these attorneys-in-fact are signed by two Officers.





**Paragraph
      2 -** The
      Company shall be represented, individually, by any of the Officers, without
      the
      formalities set out in this Clause, as regards receipt of service of process
      or
      judicial notices and rendering of personal deposition.





**Paragraph
      3 -** The
      Executive Committee, represented in the form set forth in this clause, is
      responsible, independent from deliberations of the Board of Directors, for
      the
      activities referred to in items **** “o”,
“q”,
      “r” and “x” of Clause 25, excluding the exceptions or amounts below the
      established limits.









**SECTION
      III**


**CONSULTING
      COMMITTEE**





**Clause
      32** - The
      Company may have a Consulting Committee composed by 3 (three) to 15 (fifteen)
      effective members, shareholders or not, without management position, operating
      with a permanent capacity, all elected by the Board of Directors and dismissed
      thereby at any time, with a term of office of three (3) years, reelection being
      permitted..





**Paragraph
      1** - The
      Board of Directors, upon election of the Members of the Consulting Committee,
      will fix their compensation and indicate the Chairman of the Consulting
      Committee.





**Clause
      33** - The
      Consulting Committee is a body entitled to advise management in a reserved
      manner, if and when solicited:




a)
                  pronounce
                      before the General Meeting and the Board of Directors on the
                      acts and the
                      fulfillment of the statutory legal duties of
                      management;
 b)
                  pronounce
                      on the management’s annual report;
 c)
                  pronounce
                      on the proposals of the administrative bodies to be subjected
                      to the
                      General Meeting;
 d)
                  transmit
                      to the Board of Directors information and technical, economic,
                      industrial
                      or commercial data relating to the objectives of the Company,
                      presenting
                      suggestions and recommendations; and
 e)
                  pronounce
                      on the Company’s issues or businesses that were submitted to its
                      examination.


**Paragraph
      1** - The
      Members of the Consulting Committee may be called to attend the meetings of
      the
      Board of Directors.





**Paragraph
      2** - The
      same obligations and prohibitions imposed by law and by these By-Laws to the
      management of the Company are applicable to the members of the Consulting
      Committee.





**Paragraph
      3** - In
      the
      event of vacancy of position or impediment of any member of the Consulting
      Committee, the Board of Directors shall elect the new Member or designate a
      substitute, establishing in either case the term of office.





**Clause
      34** - The
      Consulting Committee shall meet at least once every semester or when called
      by
      the Board of Directors, by letter or telegram, with at least 24 (twenty-four)
      hours in advance.










**Paragraph
      1** - The
      meetings of the Consulting Committee shall occur with the presence of the
      majority of its members, and
      the
      deliberations taken by the favorable vote of the majority of its members present
      in the meeting





**Paragraph
      2** - The
      meetings shall be conducted by the Chairman of the Consulting
      Committee.





**CHAPTER
      V**


**AUDIT
      COMMITTEE**





**Clause
      35 -** The
      Company shall maintain a Fiscal Council, made up of three (3) to five (5)
      members and an equal number of alternates, on a permanent basis. All of its
      members shall be elected at a General Meeting and may be removed through such
      a
      meeting at any time. Their term of office shall expire at the first Annual
      General Meeting to be held following their election and they can be
      reelected.





**Paragraph
      1** - In
      order for the Fiscal Council to be able to operate, it shall be required that
      the majority of its members be in attendance.





**Paragraph
      2** ****** **-** It shall
      be incumbent upon the Fiscal Council to elect its Chairman in the first session
      to be held after its instatement.





**Paragraph** ****** **3** ****** -
      In
      addition to the duties conferred upon it by these bylaws and by law, the Council
      shall establish in its internal bylaws procedures for receiving, recording
      and
      treating complaints received in connection with accounting, internal accounting
      controls and subjects related with the auditing of the Company, as well as
      any
      other communication received on such matters.





**Paragraph
      4** - The
      provisions of Paragraphs 2 and 3 of Article 19 of these Bylaws apply to the
      members of the Fiscal Council.




**Clause
      36 -** The
      Audit
      Committee shall cease its operation at the first Annual General Meeting
      following its installation, and its members may be reelected.





**Clause
      37 -** The
      compensation of the Audit Committee's members shall be established by the
      General Meeting that elects them.




**CHAPTER
      VI**


**FINANCIAL
      YEAR, BALANCE SHEET AND PROFITS**





**Clause
      38 -** The
      financial year shall have the duration of one year, and shall end on the last
      day of December each year.





**Clause
      39 -** At
      the
      end of each financial year, the financial statements established in law shall
      be
      drawn up in accordance with the Company's bookkeeping .










**Paragraph
      1 -** The
      Board
      of Directors may determine that balance sheets be drawn up half-yearly or at
      shorter periods and approve the distribution of dividends based on the profits
      ascertained in such balance sheet, subject to the provisions of article 204
      of
      Law 6404/76.





**Paragraph
      2 -** At
      any
      time, the Board of Directors may also resolve on the distribution of interim
      dividends to the account of accrued profits or reserves of existing profits
      shown on the latest yearly or half-yearly balance sheet.





**Paragraph
      3 -** The
      Executive Committee, upon prior consultation with the Board of Directors and
      the
      Audit Committee, may determine the amount of interest to be paid or credited
      to
      the shareholders, as interest on net equity, according to article 9 of Law
      9249/95, as amended by Law 9430/96.





**Paragraph
      4 -** The
      interim dividends and interest on net equity shall always be considered as
      an
      advance on the minimum mandatory dividends.





**Clause
      40** - From
      the profits ascertained in each year, accumulated losses and a provision for
      income tax shall be deducted prior to any other distribution.




**Paragraph
      1 -** Over
      the
      amount ascertained as provided for in the main section of this Clause, it will
      be calculated:





a)
                the
                    statutory participation of the Company’s employees up to the maximum limit
                    of 10% (ten percent), to be distributed according to the parameters
                    to be
                    established by the Board of
                    Directors;




b)
                the
                    statutory participation of the management, up to the maximum
                    legal
                    limit.





**Paragraph
      2 -** Over
      the
      amount ascertained as provided for in the main section of this Clause, it might
      be calculated, in addition, up to the limit of 10% (ten percent), a contribution
      for the purpose of meeting the charges of the assistance foundation for
      employees and management of the Company and its controlled companies, with
      due
      regard for the rules established by the Board of Directors to this
      effect.





**Paragraph
      3 -** The
      following allocations shall be made from the net profits for the year, obtained
      after the deductions dealt with in the previous paragraphs:





a)
            five
                percent (5%) shall be allocated to the legal reserve, up to twenty
                percent
                (20%) of the paid-up share capital or the limit established in article
                193, paragraph 1 of Law 6404/76;





b)
            from
                the net profit balance for the year, obtained after the deduction
                mentioned in item (a) of this Clause and adjusted pursuant to article
                202
                of Law 6404/76, twenty-seven point five percent (27.5%) shall be
                allocated
                to pay the mandatory dividend to all its
                shareholders;









c)
            an
                amount not higher than sixty-eight point eight seven five percent
                (68.875%) of the net profits, shall be allocated to the formation
                of an
                Investment Reserve, for the purpose of financing the expansion of
                the
                activities of the Company and its controlled companies, including
                through
                subscription of capital increase or the creation of new
                undertakings.





**Paragraph
      4 -** The
      reserve set out in item (c) of paragraph 2 may not exceed eighty percent (80%)
      of the share capital. Upon reaching this limit, the General Meeting shall
      resolve either to distribute the balance to the shareholders or increase the
      share capital.





**CHAPTER
      VII**


**LIQUIDATION,
      WINDING-UP AND EXTINGUISHMENT**





**Clause
      41 -** The
      Company shall be liquidated, wound up and extinguished in the cases contemplated
      by law or by resolution of the General Meeting.





**Paragraph
      1 -** The
      manner of liquidation shall be determined at a General Meeting, which shall
      also
      elect the Audit Committee that will operate in the liquidation
      period.





**Paragraph
      2 -** The
      Board
      of Directors shall appoint the liquidator, establish its fees and determine
      the
      guidelines for its operation.




**CHAPTER
      VIII**


**MISCELLANEOUS**





**Clause
      42 -** The
      dividends attributed to the shareholders shall be paid within the legal time
      frames, and monetary adjustment and/or interest shall only be assessed if so
      determined by the General Meeting.





**Sole
      Paragraph -** The
      dividends not received or claimed shall lapse within three years from the date
      on which they were placed at the disposal of the shareholder, and shall inure
      to
      the benefit of the Company.





**Clause
      43 -** The
      percentage of the minimum mandatory dividend, established in item (b) of
      paragraph 2 of Clause 40 of these By-laws, may not be reduced during the period
      of thirty (30) days after July 1, 1999.





**Clause
      44 -** The
      Company shall comply with the shareholders' agreements registered as provided
      for in article 118 of Law 6404/76, and the respective management shall refrain
      from registering transfers of shares in violation of the respective terms and
      the Chairman of the General Meeting shall refrain from computing votes
      unfavorable to such agreements.